Hilltop completed its acquisition of PlainsCapital on November 30, 2012.
As a result of the acquisition, the operating results of Hilltop for the
year ended December 31, 2012 include PlainsCapital’s operating results
since December 1, 2012 and reflect the following:

Hilltop’s total assets grew to $7.3 billion at December 31, 2012
compared to $0.9 billion at the end of 2011;

Total stockholders’ equity increased 75 percent in 2012 to $1.1
billion at December 31, 2012;

With the addition of PlainsCapital, Hilltop held $3.1 billion in Loans
Held for Investment, net of Allowance for Loan Losses, and $1.4
billion in Loans Held for Sale at December 31, 2012;

The operating results for 2012 was a net loss of $5.9 million, versus
a net loss of $6.5 million for 2011;

Diluted loss per common share for 2012 was $0.10, compared to diluted
loss per common share of $0.12 for 2011;

Certain items included in net loss for 2012 resulted from purchase
accounting, compensation expense-related to retention agreements and
acquisition-related expenses associated with the PlainsCapital
transaction. The pre-tax effects of these items include compensation
expense of $8.9 million, specific acquisition-related expenses of $6.6
million, net accretion on acquired earning assets and liabilities of
$6.1 million and amortization of identifiable intangibles of $0.8
million. The after-tax impact of these items was to increase the 2012
net loss by $7.7 million;

Hilltop is well capitalized with a Tier 1 Leverage Ratio1
of 13.08% and Total Capital Ratio of 17.81%; and

Post-acquisition Hilltop maintains over $200 million of freely usable
cash.

The final total consideration paid by Hilltop to acquire PlainsCapital
was $813.5 million, consisting of:

$311.8 million in cash;

$387.6 million of Hilltop common stock; and

$144.1 million of Hilltop Series B Preferred Stock under the Small
Business Lending Fund program.

“2012 was a transformational year for Hilltop. We are excited about the
PlainsCapital acquisition and look forward to working with the
outstanding team at PlainsCapital,” said Jeremy Ford, CEO of Hilltop.
“With PlainsCapital, NLASCO and $200 million of freely usable cash, we
believe Hilltop is well positioned for the future.”

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

(dollars, in thousands)

Selected Balance Sheet Information

December 31,

2012

2011

Change

Loans held for sale

1,399,944

-

nm

Loans, net

3,148,987

-

nm

Goodwill

253,770

23,988

958%

Other intangible assets, net

77,738

9,074

757%

Total assets

7,286,865

925,425

687%

Total deposits

4,700,461

-

nm

Total stockholders' equity

1,146,550

655,383

75%

"nm" refers to not meaningful as a result of the acquisition of
PlainsCapital

HILLTOP HOLDINGS INC. AND SUBSIDIARIES

(dollars, in thousands, except per share data)

Selected Quarterly Financial Information (Unaudited)

Year Ended December 31, 2012

Fourth

Third

Second

First

Quarter

Quarter

Quarter

Quarter

Interest income

$

28,954

$

3,379

$

3,349

$

3,356

Interest expense

3,786

2,140

2,131

2,139

Net interest income

25,168

1,239

1,218

1,217

Provision for loan losses

3,800

-

-

-

Noninterest income

109,691

39,591

38,063

36,887

Noninterest expense

115,934

46,792

55,233

37,558

Income (loss) before income taxes

15,125

(5,962

)

(15,952

)

546

Income tax provision (benefit)

5,809

(1,914

)

(5,243

)

203

Net income (loss)

9,316

(4,048

)

(10,709

)

343

Less: Net income attributable to noncontrolling interest

494

-

-

-

Net income (loss) attributable to Hilltop Holdings

$

8,822

$

(4,048

)

$

(10,709

)

$

343

Dividends on preferred stock

259

-

-

-

Income (loss) applicable to Hilltop Holdings common stockholders

$

8,563

$

(4,048

)

$

(10,709

)

$

343

Earnings (loss) per common share:

Basic

$

0.13

$

(0.07

)

$

(0.19

)

$

0.01

Diluted

$

0.13

$

(0.07

)

$

(0.19

)

$

0.01

About Hilltop Holdings

Hilltop is a Dallas-based financial holding company that is a regional
commercial banking franchise and insurance company. Through its wholly
owned subsidiary, PlainsCapital Corporation, it has three operating
subsidiaries: PlainsCapital Bank, PrimeLending, and First Southwest.
Through its other wholly owned subsidiary, NLASCO, Inc., it provides
property and casualty insurance from two insurance companies. At
December 31, 2012, Hilltop employed 3,950 people and operated
approximately 330 locations in 42 states. Hilltop's common stock is
listed on the New York Stock Exchange under the symbol "HTH." Find more
information at Hilltop-Holdings.com and PlainsCapital.com.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause Hilltop’s actual
results, performance or achievements to be materially different from any
expected future results, performance, or achievements. Forward-looking
statements speak only as of the date they are made and, except as
required by law, Hilltop does not assume any duty to update
forward-looking statements. Such forward-looking statements include, but
are not limited to, statements about the future financial and operating
results, the company’s plans, objectives, expectations and intentions
and other statements that are not historical facts. The following
factors, among others, could cause actual results to differ from those
set forth in the forward-looking statements: (i) the risk that the
benefits from the PlainsCapital acquisition may not be fully realized or
may take longer to realize than expected, including as a result of
changes in general economic and market conditions, interest and exchange
rates, monetary policy, laws and regulations and their enforcement, and
the degree of competition in the geographic and business areas in which
we operate; (ii) changes in the default rate of loans and risks
associated with concentration in real estate-related loans; (iii)
changes in the interest rate environment; (iv) cost and availability of
capital; (v) participation in governmental programs; (vi) severe
catastrophic events in our geographic area, (vii) failure of insurance
segment reinsurers to pay obligations under reinsurance contracts;
(viii) changes in key management; (ix) the application of purchase
accounting, as well as the approval of new, or changes in, accounting
policies and principles; (x) the ability to use net operating loss carry
forwards to reduce future tax payments; and (xi) the ability to use
excess cash in an effective manner. For more information, see the risk
factors described in the Annual Report on Form 10-K for the year ended
December 31, 2012 filed with the Securities and Exchange Commission.

1 Based on the end of period Tier 1 capital divided by total
average assets for the month of December 2012 excluding goodwill and
intangible assets.